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Terms & Conditions
Date of Last Revision: January 25, 2019

THE OPPORTUNITY EXCHANGE, LLC

TERMS OF SERVICE:

The Opportunity Exchange, LLC (“Company”), an Ohio limited liability company, provides its platform to the you (“User”) through its website ("Platform") and related services (collectively, the Platform, including any new features and applications, the "Services"), subject to the following terms of service, as amended from time to time ( "Terms of Service").

ARBITRATION, JURY TRIAL, AND CLASS ACTION WAIVER: EXCEPT AS OTHERWISE DESCRIBED IN THE DISPUTES SECTION BELOW, BY USING THE SERVICES, USER AGREES THAT DISPUTES BETWEEN THE COMPANY AND USER WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND USER WAIVES USER’S RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. PLEASE REVIEW THE DISPUTES SECTION CAREFULLY. BY ENTERING INTO THIS AGREEMENT, USER EXPRESSLY ACKNOWLEDGE THAT USER HAS READ AND UNDERSTANDS ALL OF THE TERMS OF THIS AGREEMENT.

The Company reserves the right, at the Company’s sole discretion, to change or modify portions of these Terms of Service at any time. When the Company does this, the Company will post the revised Terms of Service on this page and will indicate the date of such revision. User’s continued use of the Services after the date of any such changes constitutes User’s acceptance of the new Terms of Service. To the extent allowed by law, the English version of these Terms of Service is binding and other translations are for convenience only. If User does not wish to accept the new Terms of Service, User may discontinue User’s use of the Services.

Access and Use of the Services

Services Description:The Services are offered as a platform to allow the User to obtain information about some of the Opportunity Zones (as designated under the Tax Cuts and Jobs Act of 2017) that have real estate or businesses available for purchase, investment or development, at what cost or on what terms and the relevant contact information. Individuals or organizations seeking Opportunity Zone investment can post the real properties or businesses for which they would like to attract interest along with the terms of sale and contact information. The Buyer/Developer who seeks financial partners/investors can post the real estate or business for which the Buyer/Developer seeks Financial Partners/Investors, the general terms of the relationship and contact information. The potential Financial Partner/Investor can obtain information about the opportunities to be a Financial Partner/Investor, the real estate involved and the contact information.

The Services are a platform. The Company is not a real estate broker, securities broker, sales agent, financial institution or creditor. The information contained on the Platform has been included for general informational purposes only. No person or entity should make any investment decision in reliance upon the information contained on the Platform. The Platform and the information contained on the Platform do not constitute an offer to sell, or the solicitation of any offer to buy any security.

All information and content provided by the Company relating to the Services is for informational purposes only. The Company does not guarantee the accuracy, completeness, timeliness or reliability of any such information or content or that of any information or content posted by any party other than the Company. No content is intended to provide financial, legal, tax or other professional advice. Before making any decisions regarding any real estate or being a financial partner/investor, or any information or content relating to the Services, the User should consult the Users financial, legal, tax or other professional advisor as appropriate. The User acknowledges that all information and content accessed by the User using the Services is at the User’s own risk.

The Company has no control over the conduct of, or any information provided by, an Opportunity Zone representative an owner or seller, a Buyer/Developer, a Financial Partner/Investor or other user and hereby disclaims all liability in this regard to the fullest extent permitted by applicable law. The Company does not guarantee that any Opportunity Zone real estate or business, Buyer/Developer or Financial Partner/Investor will attract any interest or lead to the closing of a sale of or investment in real estate in an Opportunity Zone. The Company does not endorse any real estate or business, any Opportunity Zone representative, any Buyer/Developer or any Financial Partner/Investor. The Company makes no guarantee, express or implied, that any information provided through the Services is accurate. The Company expressly disclaims any liability or responsibility for the outcome or success of any purchase or development of any real estate in an Opportunity Zone that is posted on the Platform. The User must make the final determination as to the value and appropriateness of any real estate and its purchase or investment into it. All such determinations are at the sole risk of the parties involved in any transaction. Sales, purchases, investments, and agreeing to be a Financial Partner are at User’s own risk. When a Financial Partner/Investor or a Buyer/Developer enters into a transaction regarding real estate posted on the Platform through the Services, it is User’s responsibility to understand how its money will be used. The Company does not and cannot verify the information that an Opportunity Zone representative, seller, Buyer/Developer or Financial Partner/Investor supplies, nor does User represent or guarantee that any funds transferring between parties will be used in accordance with any purposes prescribed by a Buyer/Developer or in accordance with applicable laws.

Each User, as a representative of an Opportunity Zone, seller, Buyer/Developer or Financial Partner/Investor, or any other user represents, warrants, and covenants that: (1) all information the User provides in connection with a transaction regarding posted real estate in an Opportunity Zone is accurate, complete, and not likely to deceive a reasonable User; (2) all funds received in connection with a transaction regarding posted real estate in an Opportunity Zone will be used solely as described in the materials that the User posts or otherwise provides; (3) the User will not infringe the rights of others; (4) the User will comply with all relevant and applicable laws and regulations including securities and tax laws and financial reporting obligations regarding the real estate and any transaction related to the real estate; and (5) to the extent the User shares on the Platform or with any other User any personal data of any third party for any purpose, including the names, email addresses and phone numbers of your contacts, the User has the authority (including any necessary consents), as required under applicable law, to provide the Platform or other Users with such personal data and allow other Users to use such personal data for the purposes for which the User shared it with other User(s). The User authorizes the Company and the Company reserves the right to provide information relating to any transaction to any parties to the transaction or law enforcement, and to assist in any investigation thereof.

User’s Registration Obligations: The User may be required to register with the Company in order to access and use certain features of the Services. If the User chooses to register for the Services, the User agrees to provide and maintain true, accurate, current and complete information about User as prompted by the Services' registration form. The User must register using its true identity, including User’s name, address, website, if applicable, e-mail address, telephone and other relevant contact information as the Company may require. If User is under 21 years of age, User is not authorized to use the Services, with or without registering. If the Company at any time discovers that the information User provided to the Platform and the Company about User or any other matter is incorrect or violates any of these Terms of Service, the Services may be suspended and/or terminated with immediate effect.

Taxes: It is User’s responsibility to determine what, if any, taxes apply to any transaction through User’s use of the Services. It is solely User’s responsibility to assess, collect, report or remit the correct tax, if any, to the appropriate tax authority.

User’s Account, Password and Security: User is responsible for maintaining the confidentiality of User’s password and account, if any, and is fully responsible for any and all activities that occur under User’s password or account. User agrees to: (a) immediately notify the Company of any unauthorized use of User’s password or account or any other breach of security, and (b) sign out from User’s account at the end of each session when accessing the Services. The Company will not be liable for any loss or damage arising from User’s failure to comply with this paragraph.

Modifications to Services: The Company reserves the right to modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) at any time and for any reason, with or without notice, and without any liability to User or to any third party for any claims, damages, costs, or losses resulting therefrom.

Public Content: Some of User’s activity on and through the Services is public, such as content User posts publicly on the Platform. Additionally, User profile information, including User first and last name or legal name, public email address, organization and other information User enters in connection with User’s profile may be displayed to other Users to facilitate user interaction within the Services. Please remember that if User chooses to provide information using certain public features of the Services, then that information is governed by the privacy settings of those particular features and may be publicly available. Third parties reading such information may use or disclose it to other individuals or entities without the Company’s or User’s knowledge and search engines may index that information. Think carefully about including any specific information User may deem private in content that User creates or information that User submits through the Services.

Promotions: User is not permitted to offer any contest, competition giveaway, sweepstakes or similar activity on or through the Services.

Data Retention: User acknowledges that the Company has no obligation to User to retain data relating to any real estate, Opportunity Zone, Buyer/Developer, Financial Partner/Investor or any other party. User acknowledges that the Company reserves the right to delete data or to terminate accounts or information at any time and for any reason, with or without notice, and without any liability to User or to any third party for any claims, damages, costs or losses resulting therefrom.

Prohibited Content

User Conduct: User is solely responsible for all descriptions, comments, videos, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials ("Content") that User uploads, posts, publishes, displays, transmits or otherwise uses (hereinafter, "Upload") via the Services. User agrees fully to cooperate with any request the Company makes for evidence the Company deems necessary to verify User’s compliance with these Terms of Service.

The following is Content and/or use that is prohibited by the Company: violates any law or regulation or suggests or encourages anything that violates any law or regulation, adversely affects the image or reputation of the Platform or the Company, not accurate and true in all material respects, in its language or proposed action or failure to act is discriminatory against any gender, age, race, physical or mental disability, ethnic group, sexual orientation, country of origin or any other categories covered by federal anti-discrimination laws, fraudulent, gambling, sexually inappropriate or deemed by the Company in its sole discretion as not suitable or appropriate for the Platform.

User shall not transmit or otherwise upload any content that: (I) infringes any intellectual property or other proprietary rights of any party; (II) User does not have a right to upload under any law or under contractual or fiduciary relationships; (III) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (V) poses or creates a privacy or security risk to any person; (VI) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; (VI) in the sole judgment of the Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose the Company or its users to any harm or liability of any type; (VII) interfere with or disrupt servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; or (VIII) harvest or collect email addresses or other contact information of other Users from the Services by electronic or other means.

Intellectual Property Rights

Services Content, Software and Trademarks: User acknowledges and agrees that the Services may contain content or features ("Services Content") that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by the Company, User agrees not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Services Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that User legally uploads to the Services. In connection with User’s use of the Services User will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If User is blocked by the Company from accessing the Services (including by blocking User’s IP address), User agrees not to implement any measures to circumvent such blocking (e.g., by masking User’s IP address or using a proxy IP address). Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Services or distributed in connection therewith are the property of the Company (collectively "Software"). User agrees not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by the Company.

The Company name and logos are trademarks and service marks of the Company (collectively "Company Trademarks"). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners, who may or may not endorse or be affiliated with or connected to the Company. Nothing in these Terms of Service or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Company Trademarks displayed on the Services, without our prior written permission in each instance. All goodwill generated from the use of the Company Trademarks will inure to the Company’s exclusive benefit.

Third-Party Material: Under no circumstances will the Company be liable in any way for any content or materials of any third parties (including Users) or any User Content (defined below, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. User acknowledges that the Company does not pre-screen content, but that the Company and its designees will have the right (but not the obligation) in their sole discretion to refuse, remove, or allow any content that is available via the Services at any time and for any reason, with or without notice, and without any liability to User or to any third party for any claims, damages, costs or losses resulting therefrom.

User Content Transmitted Through the Services: With respect to the content, photos, videos, images, trademarks, logos, brands or other materials User uploads or posts through the Services or shares with other Users or recipients (collectively, "User Content"), User represents and warrants that User owns all right, title and interest in and to, or otherwise has all necessary rights and consents to (and to allow others to) fully exploit, such User Content, including, without limitation, as it concerns all copyrights, trademark rights and rights of publicity or privacy related thereto. By uploading, sharing, providing, or otherwise making available any User Content, or any portion thereof, in connection with the Services, User hereby grants and will grant the Company and its affiliated companies and users a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use User’s User Content in connection with the operation of the Services or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. Without limiting the foregoing, if any User Content contains User’s name, image or likeness, User hereby releases and holds harmless the Company and its contractors and employees, from: (1) all claims for invasion of privacy, publicity or libel, (2) any liability or other claims by virtue of any blurring, distortion, alteration, optical illusion, or other use or exploitation of User’s name, image or likeness, and (3) any liability for claims made by User (or any successor to any claim User might bring) in connection with User’s User Content, name, image or likeness. User waives any right to inspect or approve any intermediary version(s) or finished version(s) of the results of the use of User’s User Content (including User’s name, image or likeness). Further, if any person (other than User) appears in User’s User Content, User represents and warrants that User has secured all necessary licenses, waivers and releases from such person(s) for the benefit of the Company in a manner fully consistent with the licenses, waivers and releases set forth above. User further acknowledges that your participation in the Services and submission of User Content is voluntary and that User will not receive financial compensation of any type associated with the licenses, waivers, and releases set forth herein (or the Company's exploitation thereof), and that the sole consideration for subject matter of this agreement is the opportunity to use the Services.

The Company does not guarantee that any Services Content will be made available through the Services. The Company reserves the right to, but does not have any obligation to: (a) remove, edit or modify any Services Content or User Content, in the Company’s sole discretion, at any time, without notice to User and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Services Content or User Content, or if the Company is concerned that User may have violated these Terms of Service), or for no reason at all and (b) to remove or block any Services Content or User Content from the Services.

User acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information about the Services ("Submissions"), provided by User to the Company are non-confidential and the Company will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to User.

User acknowledges and agrees that the Company may preserve content and may also disclose content if required to do so by law or in the good-faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce these Terms of Service; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of the Company, its users or the public.

Third Party Websites/Services

The Services or third parties may provide or facilitate links, tools, widgets or other features that allow User to access other sites, services and resources provided by third parties (collectively, “Third Party Resources”). The Company has no control over such Third Party Resources or any products, services or content made available through or by such Third Party Resources, or the business practices of the third parties providing such Third Party Resources. The Company is not responsible for and does not endorse such Third Party Resources or the products, services or content made available thereby. User acknowledges that the Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Third Party Resources. User further acknowledges and agrees that the Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such Third Party Resources. Any dealings User has with third parties found while using the Services are between User and the third party and may be subject to additional terms provided by the third party, which User agrees to by using such Third Party Resources. User agrees that the Company is not liable for any loss or claim that User may have against any such third party.

Indemnity and Release

User agrees to release, indemnify on demand and hold the Company and its affiliates, if any, and their officers, employees, directors, members, manager and agents harmless from any and all losses, damages, expenses, including reasonable attorneys' fees, costs, awards, fines, damages, rights, claims, actions of any kind and injury (including death) arising out of or relating to User’s use of the Services, any transaction posted on the Platform, any User Content, User’s connection to the Services, User’s violation of these Terms of Service or User’s violation of any rights of another. User agrees that the Company has the right to conduct its own defense of any claims at its own discretion, and that User will indemnify the Company for the costs of its defense (including, but not limited to attorney’s fees.) If User is a California resident, User waives California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If User is a resident of another jurisdiction—in or outside of the United States—User waives any comparable statute or doctrine.

Disclaimer of Warranties

USER’S USE OF THE SERVICES IS AT USER’S SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY AND ITS AFFILIATES, IF ANY, EXPRESSLY DISCLAIM AND EXCLUDE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE COMPANY AND ITS AFFILIATES, IF ANY, MAKE NO WARRANTY OR CONDITION THAT (I) THE SERVICES WILL MEET USER’S REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY THE USER THROUGH THE SERVICES WILL MEET USER’S EXPECTATIONS.

Limitation of Liability

USER EXPRESSLY UNDERSTANDS AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ITS AFFILIATES, IF ANY, WILL BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, (B) DAMAGES FOR LOSS OF PROFITS, (C) DAMAGES FOR LOSS OF GOODWILL, (D) DAMAGES FOR LOSS OF USE, (E) LOSS OR CORRUPTION OF DATA, OR (F) OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) ANY PROMOTIONS AND RELATED PRIZES OR REWARDS MADE AVAILABLE THROUGH THE SERVICES; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF USER’S TRANSMISSIONS OR DATA; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (VI) ANY OTHER MATTER RELATING TO THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY’S TOTAL LIABILITY TO USER FOR ALL DAMAGES, LOSSES (INCLUDING CONTRACT, NEGLIGENCE, STATUTORY LIABILITY OR OTHERWISE) OR CAUSES OF ACTION EXCEED THE AMOUNT USER HAS PAID THE COMPANY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE THOUSAND DOLLARS ($1,000).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO USER. IF USER IS DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS OF SERVICE, USER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

No Member, Manager, officer, director, trustee, employee, affiliate or agent (individually “Party in Interest”) of The Opportunity Exchange, LLC (“TOE”) will be liable to User under this Agreement. With respect to any liability of TOE under this Agreement, User agrees that User shall not: (i) name any Party in Interest in any lawsuit; (ii) seek or be entitled to any personal judgment against any Party in Interest; or (iii) have any right to levy execution against any property or assets of any kind of any Party in Interest. No Party in Interest will be liable for any deficiency in connection with any judgment by User against TOE with respect to or in connection with any liability of TOE under this Agreement.

Disputes

ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS

Arbitration; Class Action Waiver. USER AGREES THAT ALL DISPUTES BETWEEN USER AND THE COMPANY OR ANY OF THE COMPANY’S OFFICERS, DIRECTORS, MEMBERS, MANAGERS OR EMPLOYEES ACTING IN THEIR CAPACITY AS SUCH (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO USER’S RELATIONSHIP WITH THE COMPANY, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF SERVICE, USER’S USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND USER AND THE COMPANY HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT USER AND THE COMPANY WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. USER UNDERSTANDS AND AGREES THAT, BY ENTERING INTO THESE TERMS, USER AND THE COMPANY ARE EACH WAIVING THEIR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Notwithstanding the foregoing, nothing in these Terms of Service will be deemed to waive, preclude, or otherwise limit the right of either of User or the Company to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) file suit in a court of law to address an intellectual property infringement claim.

The Process. Any arbitration between User and the Company will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its applicable Rules (collectively, “AAA Rules”) for commercial disputes as modified by these Terms of Service in its office in Cleveland, Ohio. The parties shall each pay half of the fees and costs of the AAA and their own professional fees and costs.

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). The Company’s current address for Notice is: The Opportunity Exchange, LLC, PO BOX 141006, Cleveland, Ohio 44114 The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The Company agrees to work with User and make a good faith effort to resolve the claim directly, but if User and the Company are not successful within 60 days after the Notice of Arbitration is received, User or the Company may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by either of User or the Company must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

Confidentiality. We each agree to keep the arbitration proceedings, all information exchanged between us, and any settlement offers confidential, unless otherwise required by law or requested by law enforcement or any court or governmental body. However, we may each disclose these matters, in confidence, to our respective accountants, auditors, and insurance providers.

With respect to any disputes or claims not subject to arbitration, such as equitable and injunctive relief, as set forth above, User and the Company agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Cuyahoga County, Ohio.

In any action in which the Company prevails, the Company shall be entitled to recovery of all of its costs and expenses, including attorney’s fees.

Termination

User agrees that the Company, in its sole discretion, may suspend or terminate User’s account (or any part thereof) or User’s access to the Services and remove and discard any content or data at any time and for any reason, with or without notice, and without any liability to User or to any third party for any claims, damages, costs or losses resulting therefrom.

User Disputes

User agrees that User is solely responsible for User’s interactions with any other user in connection with the Services and the Company will have no liability or responsibility with respect thereto. The Company reserves the right, but has no obligation, to become involved in any way with disputes between User and any other user of the Services.

General

These Terms of Service constitute the entire agreement between User and the Company and govern your use of the Services, superseding any prior agreements between User and the Company with respect to the Services. User also may be subject to additional terms and conditions that may apply when User uses affiliate or third-party services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of Ohio without regard to its conflict of law provisions. The failure of the Company to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be (or are otherwise) invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. User may not assign these Terms of Service without the prior written consent of the Company, but the Company may assign or transfer these Terms of Service, in whole or in part, without restriction. If the Company fails to enforce any of the Company’s rights, that does not result in a waiver of that right. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to User may be made via either email or regular mail. The Services may also provide notices to User of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Platform.